1.Introduction, Acceptance & Contract Structure
1.1 Parties and scope. These Merchant Terms of Service (the “Terms”) are between Lumiria LLC, a Wyoming limited liability company operating securepayAPI (“Lumiria”, “we” or “us”), and the legal entity identified in its merchant application or executed Merchant Pricing, Settlement & Reserve Schedule (“Merchant” or “you”). These Terms govern payment processing and related services for your own approved business, not services you provide as an ISO, referral partner or gateway reseller under a separate agreement.
1.2 Acceptance and authority. You accept the identified version of these Terms through our express electronic acceptance process or by executing a Pricing Schedule that incorporates that version. The individual accepting represents that they are authorized to bind Merchant. Lumiria accepts the merchant-specific commercial terms by executing the Pricing Schedule. An application, sandbox account, integration, test payment or preliminary approval is not authorization for live processing. Activation requires Lumiria underwriting approval, an executed Pricing Schedule and any required upstream approvals.
1.3 Incorporated documents. The agreement consists of these Terms, the executed Pricing Schedule, Merchant's application and approved business profile, underwriting conditions supplied before activation, and applicable policies and Program Provider terms made available and accepted as required. The Pricing Schedule is the merchant order form; it is not a second master services agreement. Your acceptance of these Terms does not itself establish an unpublished rate, authorize an unapproved business activity or bind a separate legal entity.
1.4 Version and records. The Pricing Schedule identifies the Terms version, effective date, public location and a preserved copy or archive reference. Each party must be able to retain the accepted documents. A later change to the live webpage does not by itself replace the accepted version or retroactively change accrued obligations. Amendments take effect only through the procedure in Section 19. Any dashboard pricing display must reflect the applicable accepted pricing; an administrative edit alone does not amend the parties' agreement.
2.Definitions
The capitalized terms below have the meanings given in this Section.
- Pricing Schedule. The Merchant Pricing, Settlement & Reserve Schedule, identified by its schedule ID and version, executed by Merchant and Lumiria, including any signed pricing or device attachment expressly incorporated into it.
- Approved Business Profile. The approved legal entity, DBA, products, services, MCC, descriptor, websites, applications, locations, channels, customer geographies, volume, ticket sizes, fulfillment and recurring-billing arrangements recorded in the application, Pricing Schedule or underwriting approval.
- Program Provider; Acquirer; Network Rules. A Program Provider is an acquiring, sponsoring, processing, banking, gateway, settlement, authentication, device, fraud, compliance or other provider used for the services. An Acquirer is an acquiring or sponsoring institution involved in processing transactions. Network Rules are binding rules and requirements of applicable payment networks and payment systems. Program Provider obligations apply to Merchant to the extent required for its approved services and lawfully incorporated or otherwise binding.
- Transaction; Customer; Chargeback; Refund. A Transaction is an authorization, capture, refund, reversal, payment or payout instruction submitted through the services. Customer is the purchaser or payor for Merchant's goods or services. A Chargeback is a transaction reversal or charge assessed through an issuer or payment-network process. A Refund is a return of a transaction amount through its original payment method or another expressly permitted method. Authorization alone does not guarantee capture, settlement or protection against a Chargeback.
- Fees; Pass-Through Costs; Fine. Fees are merchant-facing charges stated in the executed Pricing Schedule. Pass-Through Costs are identified interchange, network, acquiring, banking, currency, tax or other third-party charges allocated to Merchant under the selected pricing model. A Fine includes an attributable assessment, monitoring charge or other compliance amount imposed by a network, Program Provider, regulator or authority. A Fine, repayment of principal or reserve contribution is not an undisclosed Lumiria service fee.
- Merchant Reserve; Settlement Funds; Business Day. A Merchant Reserve is separately attributed merchant collateral or a risk hold securing that merchant's obligations. Settlement Funds are the net amount payable after authorized deductions and adjustments. The Settlement Account is the verified payout account designated by Merchant. Business Day excludes Saturdays, Sundays and U.S. federal banking holidays. Account Data includes cardholder and sensitive authentication data within applicable PCI DSS definitions; payment credentials and tokens also require protection appropriate to their actual capabilities.
3.Services, Merchant Status & Payment Agency
3.1 Approved services. Lumiria provides processing access, payment facilitation, reporting, reconciliation, fraud controls and payout administration through approved Program Providers. Optional channels, devices and payout methods must be separately enabled. We may add or replace providers and modify features subject to applicable requirements and notice of material adverse service changes where reasonably practicable. No provider, payment method, authorization rate or feature is guaranteed.
3.2 Merchant remains the seller. You are the seller, payee and party responsible for the goods or services, marketing, fulfillment, refunds, taxes and customer relationship. You may process only genuine sales for your own approved business. You may not process for undisclosed sellers, create a downstream payment-facilitator tier or use one merchant account to disguise another business. A separate commercial agreement and all required approvals are necessary for a different operating model.
3.3 Limited payment-agent appointment. For approved transactions, you appoint and direct Lumiria to act as your limited agent to collect and process customer payments, using approved processing partners and payment rails. This is an agency for Merchant, not for Customer, and does not make Lumiria the seller of your products or create a general agency, partnership or authority to bind you outside the approved payment flow.
3.4 Agent Receipt Point and deemed receipt. An “Agent Receipt Point” is Lumiria, an Acquirer, processor, payment network, bank, gateway, settlement account, ledger or other approved point in the payment flow at which a Customer payment is received, credited, recorded, captured, cleared or settled on Merchant's behalf. For each approved transaction, payment received at an Agent Receipt Point is deemed received by Merchant, as payee, at that time. The receipt trigger does not require the payment to reach Merchant's bank account or an unrestricted Lumiria operating account. A mere authorization, uncompleted instruction or internal pending ledger entry is not by itself receipt of payment.
3.5 Satisfaction of the customer obligation. Upon receipt at an Agent Receipt Point, the Customer's payment obligation to Merchant for the applicable goods or services is satisfied and extinguished to the same extent as if the Customer had paid Merchant directly, subject to refunds, chargebacks, reversals, failed or void authorizations, fraud, disputes, sanctions or compliance holds and other adjustments permitted by law or Network Rules. Receipt does not require subsequent payout into your bank account.
3.6 No duplicate collection; fulfillment. After payment is received under Section 3.4, you must not demand the same payment again or withhold the purchased goods or services solely because payout is delayed, reserved or not remitted. Your remedy for non-remittance lies under your agreement with Lumiria, not duplicate collection from the customer. Independent lawful grounds for cancellation, fraud prevention or nonperformance remain available. You must continue customer service and fulfillment consistent with your customer terms and law.
3.7 Public disclosure. You must display the payment-agent disclosure in Appendix 1 in or adjacent to the checkout before payment submission and in your payment terms; include it on receipts or invoices where requested. Preserve dated evidence and implement approved corrections. Alternate language or placement requires Lumiria approval. The appointment and receipt provisions describe the contractual payment flow, not a representation that a particular licensing exemption or regulatory status has been obtained.
3.8 Non-custodial settlement and nature of accounts. Lumiria is not a bank, and a dashboard balance is not by itself a deposit account, wallet or stored-value product. You authorize aggregate settlement to a Lumiria-designated settlement account or ledger structure, which may contain pooled proceeds relating to multiple merchants and Lumiria. Unless mandatory law or Network Rules require otherwise, no FBO, trust, escrow, custodial, deposit, wallet or stored-value relationship is created for Merchant, and Merchant has no ownership or beneficial interest in that account or in any identifiable deposit. Your right is a contractual right to the Settlement Funds calculated under these Terms, and Lumiria will keep records reasonably sufficient to calculate them. No interest is payable on settlement balances, reserves or holds unless required by law or expressly agreed. These Terms do not authorize use of another merchant's attributable funds for your obligations or override a legally required trust, FBO or safeguarding arrangement.
3.9 Alternative payout rails. ACH is the default merchant payout method unless the Pricing Schedule states otherwise. Wire, instant payout, USDC, stablecoin, wallet or other alternative payout methods are optional, are not guaranteed, and may be used only under a separate written approval addressing pricing, eligibility, sanctions, licensing, transaction monitoring and operational requirements. An alternative payout method does not change the customer-facing payment-agent structure.
3.10 No conflicting statements. You must not state or imply that Lumiria is the seller or merchant of record of your goods or services, that Customers are sending money to Lumiria for general transmission or as a money transmitter for the Customer, or that Customers remain liable after payment is received through the approved flow, except for valid adjustments under these Terms.
4.Onboarding, Screening & Approved Business Profile
4.1 Accurate application. You must supply complete, accurate, current and nonmisleading entity, ownership, control, identity, tax, banking, product, website, fulfillment, processing-history and risk information. You remain responsible for information submitted by your representatives. Lumiria may approve, condition, decline or reassess the business and may request financial statements, licenses, bank statements, product materials and transaction evidence.
4.2 Screening and disclosures. You authorize lawful business, identity, sanctions, adverse-list, ownership, credit and bank-account verification and appropriate sharing with Program Providers, networks, banks, auditors, insurers and authorities for underwriting, processing, settlement, compliance and fraud prevention. Consumer reports concerning an individual require any separate permissible purpose and authorization required by law; a company signature alone does not replace them.
4.3 Changes and channels. Notify us before planned material changes, ordinarily at least 30 days in advance, and immediately where advance notice is not practicable. Changes to ownership, bank details, products, claims, websites, affiliates, recurring terms, fulfillment, geography, volumes or ticket sizes may require new approval before affected processing. Approval of one merchant, channel or location does not approve another.
4.4 Bank verification. Payout-account changes require ownership verification and applicable out-of-band or multifactor confirmation. We may hold an affected payout while verification is incomplete. An ISO, referrer or CRM message cannot override that procedure. Merchant must keep authorized contacts and bank instructions current.
4.5 Merchant and upstream documentation. Merchant must execute any legally or contractually required direct, tri-party or provider agreement when applicable thresholds or program conditions are met. We will make required terms available. A merchant identifier or MID does not itself create a direct provider contract. Failure to complete necessary documentation can prevent or suspend the affected service. No fixed network threshold is guaranteed by these Terms.
4.6 Merchant territory. Unless Lumiria expressly approves otherwise after required legal and upstream review, Merchant must be organized, located and operating in the United States. Eligible international cards and customers may be accepted only within approved geographies, sanctions controls and payment-method requirements.
5.Permitted Activity, Marketing & Customer Obligations
5.1 Approved use. You must comply with law, the Acceptable Use Policy, the Restricted Businesses requirements, Network Rules and approved documentation. No approval authorizes illegal activity, transaction laundering, undisclosed aggregation, sanctions evasion, fictitious sales, money transmission, stored value, cash equivalents or an unapproved regulated activity. Restricted products, cryptocurrency activity and additional countries or channels require specific approval and any required licensing review.
5.2 Transaction integrity. Do not submit duplicate, fraudulent, unauthorized, factored, sham or improperly split transactions; manipulate MCCs, descriptors or ticket sizes; or evade volume, reserve or monitoring limits. Use only approved merchant credentials, descriptors, websites and locations. Obtain proper authorizations, capture only within permitted periods and promptly reverse unused authorizations. Do not conduct production testing or excessive retries contrary to instructions.
5.3 Recurring and negative-option sales. Subscriptions, trials, continuity and negative-option billing require prior approval. You must disclose the full price, billing frequency, trial conversion, renewal, cancellation and refund terms; obtain clear affirmative Customer consent and maintain proof of that consent; send required pre-billing and renewal notices; provide a simple, usable cancellation method; and comply with applicable law and Network Rules. Provide evidence of the actual customer journey and of consent on request.
5.4 Marketing and fulfillment. You are responsible for your products, advertising and marketers, including affiliates, influencers, agencies, lead generators and call centers acting for you. Maintain accurate descriptions, contact details, privacy and sale terms, refund policy and delivery expectations. Do not use deceptive claims, misleading testimonials or noncompliant selling practices. Maintain required product substantiation, licenses, testing and labeling, and disclose recalls, warning letters and material investigations.
5.5 Support, records and inspections. Provide responsive customer service and timely fulfillment. Preserve authorizations, consent, shipping or service evidence, refund and cancellation records, complaints and compliance materials for at least five years or a longer required period, subject to lawful data minimization. Lumiria and authorized upstream or regulatory reviewers may inspect relevant records, sites, customer journeys and systems; urgent risk reviews may occur without advance notice. You must cooperate and correct material deficiencies. Reasonable attributable external review and remediation costs may be charged where a material breach is found or a binding upstream requirement imposes them.
5.6 Additional customer fees. Surcharges, convenience fees, minimum or maximum card amounts and special transaction types require compliance with applicable rules and any Lumiria approval. You remain responsible for required customer notices and registrations.
6.Fraud Controls & Risk Management
6.1 Controls and cooperation. Fraud tools reduce risk but do not guarantee an outcome. Maintain appropriate merchant controls, protect credentials, review transaction and complaint patterns and cooperate with investigations. Implement authentication, 3-D Secure, address checks, EMV, PIN, device or other controls when required. You may not disable or evade required protections.
6.2 Protective action. Where reasonably necessary for a documented risk, legal requirement or binding upstream instruction, Lumiria may decline or delay an instruction, restrict volume or access, require information or collateral, suspend activity, or process a permitted reversal or refund. Such action must remain within law, Network Rules and the applicable payment-method authority; these Terms do not create permission to override them.
6.3 Responsibility and thresholds. An approval does not relieve Merchant of its own obligations or guarantee that later activity will be accepted. Merchant must remain within notified underwriting limits and applicable risk thresholds. The applicable merchant schedule or underwriting record identifies merchant-specific limits; a reserve percentage or target payout time is not a guarantee of continued processing.
7.Settlement, Merchant Reserves & Deficit Recovery
7.1 Net settlement and timing. We calculate your Settlement Funds from attributable transaction proceeds and actual adjustments, deducting permitted Fees, Pass-Through Costs, refunds, chargebacks, taxes, fines, reserves, device charges, negative balances and other documented merchant obligations once. Payout is initiated to your verified Settlement Account on the schedule stated in the Pricing Schedule, subject to available upstream funds, reconciliation, cutoffs, risk controls, returns and bank timing. A stated target is not a guarantee that the receiving bank will make funds available at that time.
7.2 Separate merchant reserves. Your Pricing Schedule records the initial reserve type, percentage or amount, calculation base, aging and release method. There is no automatic universal percentage or release period. Your reserve is attributed to you and is collateral, not earned Lumiria revenue merely because it is held. Another unrelated merchant's reserve or settlement is not available to satisfy your liabilities, and your reserve is not available to satisfy theirs merely because funds are physically pooled upstream. A Merchant Reserve is a contractual risk-control or security arrangement; it is not a deposit, wallet, stored-value or payment account and may not be spent, transferred or accessed by you or your Customers.
7.3 Adjustments and upstream attribution. Lumiria may reasonably establish, increase, reduce, replenish or change a merchant reserve or hold in response to your volume, fulfillment horizon, refunds, chargebacks, fraud, complaints, financial condition, business changes or binding upstream requirements. An upstream reserve attributable to you may be allocated using provider attribution or a documented, commercially reasonable method, without turning your reserve into general collateral for unrelated merchants. Lumiria may fund a reserve from current or future settlement, existing balances, a linked bank account, direct payment by you, amounts otherwise payable to you or chargeback recoveries, and you must promptly replenish any deficiency on demand. We will notify you of the amount or method and basis, subject to legal or investigation restrictions. A signed initial rate is not a permanent ceiling on permitted risk controls.
7.4 Application and release. We may apply your reserve to chargebacks, refunds, reversals, fees, fines, losses, taxes, device charges, indemnified claims, investigation or forensic costs, negative balances and your other valid obligations, and require replenishment. Lumiria will retain only amounts reasonably required for remaining exposure, including post-termination chargebacks, refunds, investigations, assessments or litigation. Lumiria will review material holds periodically and release unused excess to your attributable balance when no longer reasonably required. The Pricing Schedule states any expected aging; a documented continuing exposure may justify extension. No interest is owed unless required by law or expressly agreed. Lumiria will track recoveries and will not collect an item twice.
7.5 Deficits and payment obligation. Available merchant settlement, your own reserve and actual legally usable merchant-specific recoveries are applied to your liabilities. Any remainder stays due from you; a lack of settlement or exhaustion of your reserve does not forgive the debt. We may request a top-up, issue an invoice, use an authorized bank debit, apply future proceeds or pursue other lawful collection. You must immediately pay any negative balance; until the balance and reasonably anticipated exposure are fully covered, Lumiria may suspend processing or payout, increase reserves or debit your designated bank account. No term of an ISO or referrer agreement limits your direct obligations under these Terms.
7.6 Bank debit authorization. You authorize Lumiria and designated banking or payment providers to initiate business-account credits and debits to accounts you validly designate for payouts and amounts due, including fees, refunds, chargebacks, reserves, corrections and negative balances. Correcting, reversing or reinitiating entries must comply with applicable payment rules and law. Separate bank verification and any required mandate must be completed before use. Revoking a payment mandate does not discharge a debt; the mandate continues after termination only to the extent authorized and lawful until obligations are settled.
7.7 Security and setoff. To secure your obligations, you grant Lumiria a security interest in your rights to settlement, reserves, transaction receivables and their proceeds to the extent permitted by law, and authorize appropriate financing-statement filings. We may set off amounts due against amounts payable to the same Merchant legal entity, including its DBAs or MIDs. Cross-collateralization with a different entity requires a separate valid express agreement and is not implied here. Do not assign or encumber settlement rights without required consent.
7.8 Returns, statements and unclaimed amounts. A failed or returned payout remains merchant-attributable pending reverification; attributable return or reissue costs may apply. Review your statements and raise a specific error within 60 days after receipt of the statement and available supporting detail, subject to fraud and nonwaivable rights. Actual later upstream items remain reconcilable with explanation and no double recovery. Undeliverable funds are handled under applicable unclaimed-property law, not forfeited to Lumiria. Overdue amounts bear interest only at the lower of 1.5% monthly or the lawful maximum.
8.Merchant Pricing, Pass-Through Charges & Taxes
8.1 Pricing source. Your executed Pricing Schedule is the controlling record of your merchant-specific rates, fees, pricing model and commercial effective dates. Rates must be completed or expressly marked included, none or not applicable. A dashboard display, sales conversation, quote or internal configuration does not establish a different rate unless incorporated through the agreed acceptance or amendment process. Genuine third-party liabilities and risk obligations expressly imposed by these Terms remain payable even when they are not a separate scheduled Lumiria service fee.
8.2 Blended and pass-through models. The Pricing Schedule must distinguish an all-in blended rate from a percentage or basis-point markup above identified direct costs. The schedule must specify which interchange, network, acquiring, currency and transaction charges are included and which are separately passed through. A charge included in a blended rate cannot also be deducted as an extra pass-through unless the schedule expressly provides the relevant exception. Do not count the same cost twice.
8.3 Fee events and refunds. The schedule identifies whether a fee applies to each authorization attempt, approved authorization, capture, refund, dispute, payout or another event, including the treatment of declines, retries, voids and failed messages. It specifies whether original processing fees are returned when a transaction is refunded. Monthly minima must identify the fees that count toward the minimum, the period and proration method. No unspecified setup, early-termination or internal administrative fee is implied by a blank.
8.4 Pricing changes. Actual changes to an expressly identified pass-through cost may take effect when imposed upstream, with notice when effective or as soon as reasonably practicable. A fixed blended inclusion is respected unless its stated adjustment provision allows otherwise. Lumiria-controlled fees may change only under the change method selected in the executed Pricing Schedule. If none is selected, a bilateral written amendment is required for negotiated rates. An online Terms update alone cannot change a negotiated rate, fixed-price period or early-termination charge.
8.5 Collection and taxes. Authorized charges may be collected by net settlement, reserve application, setoff, invoice, authorized debit or other lawful means. Invoice timing is stated in the schedule; if omitted, valid invoiced amounts are due on receipt. You pay reasonable attributable external collection costs for overdue amounts. You are responsible for taxes on your business and transactions and applicable taxes on the services other than Lumiria's net income. Supply valid tax information and cooperate with required reporting or backup withholding.
8.6 Separate commercial relationships. Your merchant Fees are not Lumiria's confidential provider buy rates or an ISO/referrer revenue split. A third-party referral or reseller compensation arrangement does not authorize an additional merchant charge or amend your Pricing Schedule.
9.Refunds, Chargebacks, Assessments & Recoveries
9.1 Merchant responsibility. You remain responsible for refunds, chargebacks, negative balances and attributable network or upstream assessments arising from your transactions, products, claims, marketing, fulfillment, customers, security or breach, subject to applicable law and any express allocation in your agreement. The issuer's or provider's formal invoice recipient does not by itself determine which merchant caused an item. Liability and support obligations may continue after closure.
9.2 Refund and dispute handling. Maintain sufficient funding for lawful refunds and use the original payment method unless another method is expressly permitted. Do not direct a customer to seek a chargeback instead of honoring a valid refund. Provide complete dispute evidence within the notified deadline. Lumiria may contest, accept or resolve a dispute according to available evidence, applicable rules, cost and deadlines; no outcome is promised. Do not submit a duplicate refund where it would create duplicate recovery.
9.3 Monitoring and fines. Cooperate with applicable fraud, dispute, prohibited-activity and brand-protection programs, including successor programs. Where permitted and reasonably available, Lumiria will supply the attributed amount, affected period, case basis, response deadline and available remedy or appeal process. You reimburse actual net attributable assessments and reasonable documented external investigation, forensic, regulatory and response costs. Risk or service fees beyond these costs must have a contractual basis.
9.4 Actual recoveries. When a chargeback, fine or loss is reversed, reduced or recovered, Lumiria will credit the original merchant liability or restore the reserve or balance that funded it, after valid unrecovered related costs. If an attempted refund or reversal fails and its money actually returns to Lumiria or a provider, Lumiria will confirm recovery and attribution and re-credit your balance, subject to a separate valid hold or obligation. An unresolved claim to receive money is not an actual recovery.
10.Network, PCI DSS & Device Obligations
10.1 Mandatory requirements. Use only the approved entity, MCC, descriptor, integration, channel and payment devices. Mandatory law and binding Network Rules control the activities they govern. Required provider terms must be furnished and accepted where necessary; the parties cannot contract out of requirements that bind them. A change may require migration, further documents or suspension of an affected service.
10.2 Security validation. Maintain the PCI DSS validation and security controls appropriate to your actual environment. Provide current SAQ, AOC, ROC, scanning or other evidence when applicable and requested, and remedy deficiencies. A tokenized or hosted integration does not automatically remove every security obligation. Raw card-data access requires express approval and appropriate validation. Never retain prohibited sensitive authentication data after authorization, including card verification codes.
10.3 Access and incidents. Protect credentials, keys, tokens and devices; limit access, use unique users and available multifactor controls; revoke unnecessary access and prevent credential sharing. Notify Lumiria without undue delay and, where reasonably practicable, within 24 hours after discovering an actual or suspected material compromise affecting the service or relevant data. Preserve evidence, contain the incident and cooperate with required investigation, forensics, notices and remediation. You are responsible for all instructions submitted using your credentials, except to the extent caused solely by Lumiria's gross negligence or willful misconduct. Financial responsibility follows attributable merchant obligations and applicable liability provisions.
10.4 Point-of-sale devices. Card-present processing and Payment Devices are available only if enabled by Lumiria and the applicable Program Provider, and only approved devices, software, accessories, APIs and configurations may be used, at approved locations, for your own sales. You may not resell, lend, share, relocate, open, modify, tamper with or connect unauthorized software or peripherals to a Payment Device. An executed device order or Pricing Schedule identifies ownership, rental, purchase, maintenance, replacement, loss, damage, shipping and accessory charges; unless it states that you purchased a device outright, title remains with Lumiria or the Program Provider. Unlisted loss or replacement charges are not implied.
10.5 Inspection, updates, environment and return. Inspect Payment Devices regularly for tampering, substitution, overlays, unusual wiring or other compromise, and immediately stop using and secure any suspect device. Permit remote updates, security controls, disabling and configuration changes. You are responsible for suitable power, internet connectivity, physical security, staff training and operating environment; Lumiria is not responsible for outages caused by your connectivity, local systems, power or unauthorized modifications. On request, replacement, termination or cessation of use, promptly return all devices you do not own using the instructions provided, and you remain responsible for unreturned, lost, stolen or damaged devices to the extent set out in the device order or Pricing Schedule.
11.Data, Privacy & Records
11.1 Applicable policies and roles. The Privacy Policy and applicable Data Processing Addendum made available through the legal page apply to the data-processing activities they address. Merchant is responsible for customer notices, lawful collection and required permissions. Where Lumiria processes data on Merchant's documented behalf, the applicable processor/service-provider terms govern; Lumiria may separately process data for its own lawful fraud, compliance and reporting purposes. Actual roles and applicable law control, not a blanket label.
11.2 Safeguards and permitted use. Each party must maintain appropriate administrative, technical and physical safeguards for data it controls. Lumiria uses and discloses merchant and transaction data as reasonably needed for the approved services, security, compliance, audits and required reporting. Share data with an ISO or CRM operator only under documented authority, a legitimate program purpose, appropriate access limits and applicable privacy terms; no such party gains rights merely by referring a merchant.
11.3 Retention and incident cooperation. Each party will retain only what is required for legitimate service, accounting, security or legal purposes and applicable retention or hold requirements; protect or delete data appropriately. Each party will provide legally required incident notice and reasonable cooperation under the applicable DPA. The acceptance record, rate versions and settlement records must remain reproducible for required periods. The applicable policy versions must be made available to Merchant before the required acceptance.
12.Intellectual Property & Service Use
12.1 Rights. Lumiria and its licensors retain the platform, software, APIs, documentation, brand, workflows and improvements. Merchant receives a limited revocable right to use approved services for its own business, not to resell, reverse-engineer, scrape or copy them or build a competing service using protected materials. Merchant retains its own content and data subject to the permissions needed for the services.
12.2 Data and brand permissions. You permit hosting, processing, transmission and retention needed to provide, secure and administer the services and comply with law. Aggregated or de-identified analytics may be used where legally permitted. Brand use must follow approved guidelines. Lumiria may identify Merchant as a customer unless Merchant opts out through the legal contact; that permission does not authorize disclosure of merchant pricing, personal data or confidential terms.
13.Confidentiality & Provider Information
13.1 Protection and disclosures. Each party must protect nonpublic pricing, financial, technical, merchant, customer, underwriting, security and provider information with reasonable care and use it for the agreement. Share only with personnel, advisers, providers, auditors, insurers or authorities having a legitimate need or lawful requirement and appropriate safeguards. Give notice of compelled disclosure where lawful. Public information lawfully obtained independently is not made confidential merely by reference here.
13.2 Upstream confidentiality and narrow non-circumvention. Nonpublic provider identity, contacts, account details, routing, pricing, credentials and agreements disclosed through Lumiria are confidential. During the relationship and for 12 months afterward, do not use that information to bypass Lumiria for substantially similar services through a provider introduced through Lumiria. This does not restrict a documented preexisting independent relationship, ordinary lawful competition or a direct relationship required or approved by Lumiria, binding rules or law. Required regulatory disclosures and lawful access rights are preserved.
14.Term, Suspension, Termination & Runoff
14.1 Term and voluntary termination. The services term and any notice, fixed commitment or early-termination fee are set in the Pricing Schedule. Unless a signed schedule provides otherwise, you may stop submitting new transactions and close the account at any time by notice or the approved dashboard process, without an implied early-termination fee. Lumiria may terminate for convenience on at least 30 days' notice.
14.2 Immediate controls. Lumiria may suspend, restrict or terminate affected activity where reasonably necessary for breach, prohibited activity, fraud, adverse financial condition, reserve deficiency, excessive disputes, security risk, noncooperation, law or binding upstream direction. Loss of required registration or provider support may end affected services. A permitted protective action is not a guarantee of the concern's ultimate outcome and does not excuse Lumiria's own nonwaivable liability.
14.3 Effect and survival. Termination does not accelerate reserve release, extinguish negative balances or erase liability for earlier transactions, later chargebacks, refunds, fines, taxes or investigations. Continue necessary customer service, fulfillment, records, lawful refunds and cooperation. Lumiria may retain authorized reserves, collect debts, reconcile recoveries and provide lawful historical access or export. Fees, reserves, agency receipt effects, records, confidentiality, indemnities, liability limits and dispute provisions survive to the extent required by their nature.
15.Representations & Independent Responsibility
15.1 Authority and lawful business. Each party represents that it is authorized to enter and perform the agreement. Merchant continuously represents that its information is accurate, it has necessary rights and approvals for its business, it processes genuine approved sales for itself, and it will disclose material restrictions, financial distress, investigations or changes affecting its performance.
15.2 No professional advice or guarantee. Processing approval, merchant support and risk tools are not legal, tax, medical, product or accounting advice. Merchant must obtain qualified advice for its own activity. Approval does not confirm scientific substantiation, regulatory approval, licensing status or future solvency. Each party remains responsible for its own obligations and cannot rely on a referral relationship to eliminate them.
16.Disclaimers & Limitation of Liability
16.1 Service disclaimer
To the extent permitted by law and except as expressly agreed, services are provided as available without implied warranties of merchantability, fitness, title or noninfringement. Lumiria does not guarantee uninterrupted service, error-free operation, a particular authorization result, protection from fraud, continued provider availability, reserve removal or payout timing.
16.2 Excluded damages
Subject to Section 16.4 and mandatory law, neither party is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, including lost business, profit, data or opportunity, regardless of the legal theory or notice of the possibility.
16.3 Direct-liability cap
Subject to Section 16.4 and mandatory law, each party's aggregate direct liability under the agreement is limited to the total Fees paid or payable by Merchant to Lumiria during the 12 months preceding the event giving rise to the claim.
16.4 Exceptions and payment rights
The exclusions and cap do not limit Merchant's payment obligations for Fees, refunds, chargebacks, taxes, fines, reserves and negative balances; obligations under Section 17; confidentiality breaches other than Customer Data breaches subject to the direct-liability cap; or liability that cannot lawfully be limited. They do not authorize Lumiria to retain merchant principal or validly releasable reserve amounts otherwise due. A liability cap is not a right to rewrite a merchant ledger or use an unrelated merchant's funds.
16.5 Third parties
Lumiria does not guarantee independent issuer, network, bank or provider conduct, solvency or availability. This does not excuse Lumiria's own breach or permit it to disregard applicable nonwaivable duties. The contractual allocation of responsibility does not bind a regulator or a nonparty institution.
17.Indemnification & Third-Party Claims
17.1 Merchant indemnity. Merchant will defend, indemnify and hold harmless Lumiria, its affiliates, relevant Program Providers and their personnel from third-party claims, liabilities, assessments and reasonable documented external expenses arising from Merchant's breach, transactions, goods or services, marketing, infringement, security failure or violation of law or Network Rules, to the extent covered by the agreement and law. Direct merchant debts and reimbursements remain governed by Sections 7–9; the same item cannot be collected again as an indemnity.
17.2 Lumiria indemnity. Lumiria will indemnify Merchant from a third-party claim to the extent directly caused by Lumiria's gross negligence, willful misconduct or fraud and not caused or contributed to by Merchant, a Customer, a payment network, an issuer, an Acquirer or another Program Provider. This indemnity does not apply to settlement timing, authorization decisions, Network Rules or Program Provider acts outside Lumiria's control, and is subject to the limitations in Section 16.
17.3 Handling and cooperation. The party requesting indemnity must give reasonably prompt notice and support; the parties will cooperate in mitigation and defense. Subject to mandatory or upstream procedures, the indemnifying merchant may control the covered defense with appropriate counsel. Lumiria or an upstream institution may retain control where it is the named or regulated party and cannot delegate that responsibility. Consult on material strategy and allocation; no settlement may impose an admission, payment or new nonmonetary duty on an indemnified party without its consent. A notice delay affects recovery only to the extent it causes actual prejudice.
18.Governing Law, Venue & Jury Waiver
18.1 Informal resolution. Before commencing a proceeding, send notice describing the dispute and relief sought to the other party's designated legal contact and negotiate in good faith for 60 days. Either party may seek urgent lawful relief to protect confidential information or intellectual property or to prevent irreparable harm without waiting for that period.
18.2 Governing law and exclusive venue. These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-laws principles, except to the extent superseded by applicable U.S. federal law or mandatory Network Rules. Any action or proceeding arising out of or relating to these Terms or the services will be brought exclusively in the state or federal courts located in Laramie County, Wyoming, and each party consents to the personal jurisdiction and venue of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.3 Jury waiver. Each party knowingly, voluntarily and intentionally waives, to the fullest extent permitted by law, any right to a trial by jury in any action or proceeding arising out of or relating to these Terms or the services.
18.4 Claim deadline. A claim must be brought within one year after it accrues, except where applicable law does not permit that limitation. This deadline is not a statement that every later chargeback, assessment or reserve obligation accrues on the date of the original transaction.
19.Amendments, Precedence & General Provisions
19.1 Changes and accepted versions. For a material change to these Terms, Lumiria will provide the revised text or an accessible copy and notice at least 30 days before effectiveness, except when a shorter period is required by law, binding rules or a security or legal risk. Notice must identify the version and effective date. Continued use after valid notice may constitute acceptance to the extent lawful; express renewed acceptance must be obtained where required. A website replacement alone is not notice. Accrued rights and preserved historical versions are not rewritten.
19.2 Negotiated terms and priority. Mandatory law and binding network/provider requirements control only the activities and conflicts they govern. Otherwise, a later bilateral amendment expressly identifying a provision it changes controls; the executed Pricing Schedule controls the specific negotiated commercial, settlement-target and initial-reserve terms it states; these Terms control general services and risk obligations; applicable policies and documentation govern their stated subjects. A schedule's silence does not waive risk controls, merchant debts or these Terms. A specific DPA governs its data-processing subject matter. A sales message, dashboard edit, policy update or internal fee table does not override signed commercial terms.
19.3 Assignment and notices. Merchant may not transfer its agreement, settlement rights or material control without required Lumiria consent. Lumiria may assign to an affiliate or bona fide successor that assumes applicable obligations, with notice. Use the legal contact and business notice addresses in the Pricing Schedule for formal notices. Routine risk, billing and operational messages may be sent by the agreed portal, API or email route; keep contacts current. No ISO or referrer may sign or amend Merchant's pricing for Lumiria without express authority.
19.4 Other terms. Except for the limited merchant payment agency in Section 3, the parties are independent contractors. No unrelated third party has enforcement rights; required network/provider rights and the customer payment-discharge protection are preserved to their stated extent. Events beyond reasonable control excuse performance only to the extent actually prevented, with mitigation; they do not erase accrued payment or runoff obligations. The agreement supersedes prior discussions on its subject without discharging accrued obligations under earlier accepted versions. Sever only an unenforceable provision; delay is not waiver. Counterparts and electronic signatures are permitted, and each party receives or can retain the executed schedule and incorporated version.
20.Contact
Lumiria LLC, operating securepayAPI. Legal notices and questions: legal@securepayapi.com. The designated business postal notice address is the address stated in the executed Pricing Schedule and the approved contact page. Operational emergencies must also use the notified support or security escalation route.
Lumiria LLC operating securepayAPI
2232 Dell Range Blvd, Ste 285, Cheyenne, WY 82009, USA
Email: legal@securepayapi.com
Phone: +1 844 680 0679
A1.Appendix 1 — Customer-Facing Payment-Agent Disclosure
The following disclosure must be shown to Customers in or adjacent to the checkout before payment submission and in your payment terms, using your approved merchant name. Replace the bracketed placeholder with your approved legal name or DBA.
Payments for goods or services sold by [MERCHANT LEGAL NAME OR DBA] are processed by Lumiria LLC, operating securepayAPI, and its designated payment processing partners as payment agent for [MERCHANT LEGAL NAME OR DBA]. Payment received through this checkout or payment flow is deemed received by [MERCHANT LEGAL NAME OR DBA] and satisfies your payment obligation to [MERCHANT LEGAL NAME OR DBA], subject to ordinary refunds, chargebacks, reversals, disputes, failed authorizations, fraud, and applicable payment-network rules.
Unless Lumiria approves alternate placement in writing, implement the disclosure as follows:
- Display it in or immediately adjacent to the payment or checkout flow before the Customer submits payment.
- Include it in your terms of sale or payment terms and, where requested, on invoices, payment links, receipts, confirmations or hosted payment pages.
- Use your approved legal name or DBA exactly as approved.
- Do not name a Program Provider unless Lumiria requires or approves that disclosure.
- Do not state that Lumiria is the seller, merchant of record, money transmitter for the Customer, or provider of your underlying goods or services.
- Retain dated screenshots, URLs, receipts and other evidence of implementation and provide them promptly on request.
- Implement updated language or placement within the period Lumiria specifies when required by law, Network Rules, Program Provider requirements or licensing analysis.